CHARLOTTE, N.C. (September 7, 2021) — Premier, Inc. (NASDAQ: PINC) today announced it has decreased the size of its Board of Directors from 15 to 11, effective August 31, 2021, to further enhance the company’s governance profile. In connection with the decrease in the size of the Board, five directors agreed to resign, also effective August 31, 2021.
Following these changes, 90% of Premier’s Board is independent and 40% is female or racially diverse, with an average director tenure of approximately five years. Reflecting the Board’s commitment to diversity, the company expects to add an additional female or other diverse director with the relevant competencies and experience that support the company’s strategic plan.
Terry Shaw, Chairman of Premier’s Board, said, “Over the past year, we have made important changes at Premier to simplify the company’s corporate structure, align our governance policies with best practices, and enhance the Board’s ability to effectively oversee the business and drive value creation. Today’s announcement is a continuation of these efforts and reflects feedback we have received through our ongoing engagement efforts with stockholders. We are committed to maintaining a strong Board with a balanced mix of voices, fostering a robust dialogue for the benefit of our stockholders, members, customers and employees – as well as the patients, communities and healthcare systems we ultimately serve.”
Premier’s continuing Board members include John Bigalke, Helen Boudreau, Jody Davids, Peter Fine, Marc Miller, Marvin O’Quinn, Terry Shaw, Richard Statuto and Ellen Wolf, along with Michael Alkire, Premier’s president and CEO and the company’s only non-independent director. Directors who have voluntarily resigned include Barclay Berdan, Stephen D’Arcy, David Langstaff, William Mayer and Scott Reiner. Premier noted that the voluntary resignations are not due to any disagreement with the Board or company management.
Mr. Shaw added, “On behalf of my fellow directors, I extend our deepest appreciation to the directors who voluntarily resigned for their dedicated service to Premier. We made significant progress advancing our strategic priorities during their tenures and are grateful for their contributions.”
“Premier’s new Board reflects our commitment to ongoing refreshment and diversity of skills, experience and perspectives,” said Richard J. Statuto, Chair of the Board’s Nominating and Governance Committee. “Looking ahead, we will continue to evaluate opportunities to further enhance the Board with additional expertise and viewpoints relevant to the successful execution of our strategy, consistent with our focus on creating sustainable, long-term value for shareholders and other stakeholders.”
Premier’s Board, with input from legal advisors and outside consultants, reviewed the criteria for establishing director independence in compliance with NASDAQ requirements and determined that the directors formerly classified as member-directors were independent under NASDAQ rules. The Board determined that the potential for conflicts of interest with these directors was substantially removed over the past year since the company is no longer a “controlled company” under NASDAQ rules and as a result of the organizational and contractual changes from the company’s August 2020 restructuring.
Additional information is available in a Form 8-K filed today with the U.S. Securities and Exchange Commission.
Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,400 U.S. hospitals and health systems and approximately 225,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premier’s news and investor sites on www.premierinc.com; as well as Twitter, Facebook, LinkedIn, YouTube, Instagram and Premier’s blog for more information about the company.